United States securities and exchange commission logo




                                                                                
                           May 8, 2024

       Michael King
       Chief Executive Officer
       Pactiv Evergreen Inc.
       1900 W. Field Court
       Lake Forest, Illinois 60045

                                                        Re: Pactiv Evergreen 
Inc.
                                                            Registration 
Statement on Form S-3
                                                            Filed on May 3, 
2024
                                                            File No. 333-279086

       Dear Michael King:

              This is to advise you that we have not reviewed and will not 
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for 
acceleration. We remind you
       that the company and its management are responsible for the accuracy and 
adequacy of their
       disclosures, notwithstanding any review, comments, action or absence of 
action by the staff.

                                                        Please contact Sarah 
Sidwell at 202-551-4733 with any questions.



                                                                                
                           Sincerely,

                                                                                
                           Division of Corporation Finance
                                                                                
                           Office of Manufacturing
       cc:                                              Byron Rooney